8-K
false 0001694426 0001694426 2022-03-27 2022-03-27

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

March 27, 2022

Date of Report (Date of earliest event reported)

 

 

DELEK US HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38142   35-2581557

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

7102 Commerce Way   Brentwood   Tennessee   37027
(Address of Principal Executive)       (Zip Code)

(615) 771-6701

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value   DK   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Leadership Succession Plan

On March 28, 2022, Delek US Holdings, Inc. (the “Company”) announced a CEO succession plan under which Ezra Uzi Yemin, the Company’s current President and Chief Executive Officer, will become Executive Chairman of the Board of Directors (the “Board”). Under the succession plan, the Board has approved the appointment of Avigal Soreq as the next President and Chief Executive Officer of the Company, to be effective in June 2022.

Mr. Soreq, age 44, has been the Chief Executive Officer of El Al Israel Airlines, the national airline of Israel, since January 2021. Prior to that, he served as a member of the Company’s executive management team, including as the Chief Operating Officer from March 2020 until January 2021, its Chief Commercial Officer from November 2016 until March 2020, an Executive Vice President from August 2015 until January 2021, and a Vice President from 2012 until 2015. In addition, Mr. Soreq served as an Executive Vice President of Delek Logistics GP, LLC from 2015 until 2021, and as its Vice President from 2012 until 2015. Prior to joining the Company, Mr. Soreq worked for SunPower Corporation (NASDAQ: SPWR), and previously as a senior finance and business consultant for Trabelsy & Co., and as a consultant in the corporate finance department for KPMG’s Tel-Aviv office. His past experience includes service in the Israeli Air Force in various roles between 1996 and 2004, where he reached the rank of Major. Mr. Soreq is a certified public accountant in Israel.

Additional Leadership Appointments

Effective March 27, 2022, the Board named Todd O’Malley the Chief Operating Officer of the Company. Mr. O’Malley has served as an Executive Vice President and the Chief Commercial Officer of the Company since March 2021. From January 2018 until February 2021, Mr. O’Malley served as President of TKO Energy Enterprises, Inc., an advisory services firm specializing in the petrochemical and renewable energy industries. From April 2020 until February 2021, Mr. O’Malley served as President and CEO of Citizens Companies, a consulting and investment concern active in the petrochemical and renewable energy industries. Mr. O’Malley previously served as the EVP and Chief Commercial Officer of Gulf Oil LP, President of the general partner of PBF Logistics LP, a master limited partnership active in the midstream sector of the oil and gas industry, as well as positions of increasing responsibility at PBF Energy, Inc.

The Company also announced that it has named Nithia Thaver an Executive Vice President and the Company’s President of Refining. Mr. Thaver has served as the Company’s Senior Vice President, Refining, since December 2018. From 2017 to 2018, Mr. Thaver served as the Senior Vice President, Strategy and Business Development, of Philadelphia Energy Solutions, which owned and operated a refinery. Prior to that, Mr. Thaver held positions of increasing responsibility at several companies in the oil and gas industry, including Sunoco, ConocoPhillips, and ExxonMobil.

Independent Director Appointment

On March 27, 2022, the Board appointed Leonardo Moreno as a director of the Company’s Board, effective immediately. Mr. Moreno will stand for election at the Company’s 2022 annual meeting of stockholders. Mr. Moreno will hold office until his successor is duly elected and qualified, or earlier termination of his service. The Board has not yet appointed Mr. Moreno to any Board committees.

There are no arrangements or understandings between Mr. Moreno and any other persons pursuant to which he was selected as a director of the Company. Mr. Moreno has not been a party to any transactions required to be reported under Item 404(a) of Regulation S-K in this Current Report on Form 8-K. Effective as of the effective date of his appointment to the Board, Mr. Moreno will receive compensation consistent with the Company’s compensation program for non-employee directors.

Compensation Arrangements

Mr. Yemin

In connection with the transition of Mr. Yemin to Executive Chairman of the Board, the Company entered into two agreements with Mr. Yemin. The first is an amendment to Mr. Yemin’s existing employment agreement that terminates his employment agreement on the date he becomes Executive Chairman of the Board (the “Effective Date”); provided, however, that the accelerated vesting provisions for equity awards under his current employment agreement will be preserved through Mr. Yemin’s tenure as Executive Chairman of the Board.

The second agreement entered into with Mr. Yemin in connection with this transition is a new Executive Chairman Agreement. Under the Executive Chairman Agreement, Mr. Yemin will serve as the Executive Chairman of the Board and be entitled to receive a base salary of $800,000 through the period ending 12 months after the Effective Date and base salary of $500,000 through the period beginning on the one year anniversary of the Effective Date and ending December 31, 2023, provided that he continues to be elected as a member of the Board. Through the period ending December 31, 2023, Mr. Yemin will be eligible to receive an annual target bonus of 140% of the base salary in effect for the calendar year in which such bonus is payable. If at any time during the period ending December 31, 2025, Mr. Yemin ceases to be a


member of the Board, he will serve as an advisor to the Company’s Chief Executive Officer and the Board on mutually agreeable terms to be determined in good faith and will receive competitive market compensation for such services. If Mr. Yemin’s employment as Executive Chairman is terminated by the Company or its stockholders, or by Mr. Yemin for “Good Reason” as defined in the Executive Chairman Agreement, prior to January 1, 2024, he will be entitled to receive a severance payment equal to the sum of his remaining base salary and target bonus for the period ending December 31, 2023, payable in accordance with the regular payroll practice of the Company. He will also be entitled to the costs of continuing family health insurance under COBRA for 18 months. Mr. Yemin would not be entitled to accelerated vesting upon a termination of employment provided he continues providing advisory services. In the event of a termination due to death or “Disability” as defined in the Executive Chairman Agreement, Mr. Yemin will be entitled to the benefits currently provided under his employment agreement. To the extent (a) the Company does not engage Mr. Yemin as an advisor to the Chief Executive Officer of the Company and the Board on mutually agreeable terms to be determined in good faith by both parties, or (b) such advisory relationship is terminated by the Company without “Cause,” his time-vesting awards will become 100% vested upon his termination of service and his performance-based awards will vest pursuant to actual performance at the end of the performance period applicable to such awards without pro ration.

Mr. Soreq

In connection with the appointment of Mr. Soreq as Chief Executive Officer of the Company effective as of the Effective Date, the Company and Mr. Soreq entered into an employment agreement with a fixed term ending on June 12, 2026. Mr. Soreq’s employment agreement does not contemplate automatic extension. In addition, the failure to renew Mr. Soreq’s employment agreement will not constitute an event that triggers severance payments. Under Mr. Soreq’s employment agreement, Mr. Soreq will be entitled to an annual base salary of $800,000 and his annual target bonus will be 140% of his base salary, with a maximum payout opportunity of 200% of the target amount. Mr. Soreq’s employment agreement also provides that Mr. Soreq is eligible for annual grants under the Company’s 2016 Long-Term Incentive Plan in a target amount of at least $3,000,000 per year split evenly between time-vested RSUs and performance-based PSUs. Mr. Soreq’s employment agreement includes a noncompetition clause which provides that Mr. Soreq will not compete with the Company, directly or indirectly, in the geographic area defined in the agreement during its term and for one year thereafter. Mr. Soreq’s employment agreement also includes non-solicitation provisions with respect to the customers and employees of the Company during the term of the agreement and for one year thereafter. In addition to benefits available to the Company’s senior executive officers generally, Mr. Soreq’s employment agreement also provides reimbursement for the reasonable costs of professional preparation of his personal income tax returns, not to exceed $25,000 in any calendar year, and a Company provided car.

In the event Mr. Soreq is terminated without “Cause” (as defined in Mr. Soreq’s employment agreement) or terminates his employment with “Good Reason” (as defined in Mr. Soreq’s employment agreement), Mr. Soreq would be entitled to (i) an amount equal to two times the sum of his then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 18 months following termination of employment, (iii) any annual bonus Mr. Soreq would have otherwise been entitled to if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and (iv) the immediate vesting of all unvested equity awards as follows: (A) for unvested performance awards, on a prorated basis through the termination of employment based on actual results evaluated after the close of the applicable performance period and payable in a lump sum at the same time as performance awards are paid to executives of the Company generally and (B) for full value equity awards (e.g., restricted stock, restricted stock units and phantom units) and appreciation equity awards (e.g., non-qualified stock options and stock appreciation rights), only to the extent that such awards would have vested if Mr. Soreq’s employment had continued during a period equal to the lesser of six months following termination of employment or the balance of the term of Mr. Soreq’s employment agreement.

If Mr. Soreq terminates his employment for any reason, other than with Good Reason or upon his death or disability, and provides at least three months’ advance written notice of termination, Mr. Soreq would be entitled to an amount equal to 50% of his annual base salary at the time notice is delivered, plus the costs of continuing family health insurance coverage for 12 months following the termination of his employment.

Mr. Soreq also entered into a separate Change in Control Agreement with the Company as discussed below under “Form of Change in Control Agreement.”

All payments to be made by the Company upon termination as described above are subject to Mr. Soreq executing a release of claims in favor of the Company.

Mr. O’Malley

In connection with his appointment as Chief Operating Officer, Mr. O’Malley entered into a new employment agreement with the Company. Mr. O’Malley’s new employment agreement has a fixed term ending on March 27, 2026. His agreement does not contemplate automatic extension. In addition, the failure to renew Mr. O’Malley’s new employment agreement will not constitute an event that triggers severance payments. Mr. O’Malley’s new base salary is $700,000 and his annual target bonus is 100% of his base salary, with a maximum payout opportunity of 200% of the target amount. Mr. O’Malley’s new employment agreement also provides that Mr. O’Malley is eligible for annual grants under the Company’s 2016 Long-Term Incentive Plan in a target amount of at least $1,500,000 per year split evenly between time-vested RSUs and performance-based PSUs. Mr. O’Malley’s new employment agreement includes a noncompetition clause which provides that Mr. O’Malley will


not compete with the Company, directly or indirectly, in the geographic area defined in the agreement during its term and for one year thereafter. Mr. O’Malley’s new employment agreement also includes non-solicitation provisions with respect to the customers and employees of the Company during the term of the agreement and for one year thereafter.

In the event Mr. O’Malley is terminated without “Cause” (as defined in Mr. O’Malley’s new employment agreement) or terminates his employment with “Good Reason” (as defined in Mr. O’Malley’s new employment agreement), Mr. O’Malley would be entitled to (i) an amount equal to the sum of his then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 12 months following termination of employment, (iii) any annual bonus Mr. O’Malley would have otherwise been entitled to if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and (iv) the immediate vesting of all unvested equity awards as follows: (A) for unvested performance awards, on a prorated basis through the termination of employment based on actual results evaluated after the close of the applicable performance period and payable in a lump sum at the same time as performance awards are paid to executives of the Company generally and (B) for full value equity awards (e.g., restricted stock, restricted stock units and phantom units) and appreciation equity awards (e.g., non-qualified stock options and stock appreciation rights), only to the extent that such awards would have vested if Mr. O’Malley’s employment had continued during a period equal to the lesser of six months following termination of employment or the balance of the term of Mr. O’Malley’s new employment agreement.

If Mr. O’Malley terminates his employment for any reason, other than with Good Reason or upon his death or disability, and provides at least three months’ advance written notice of termination, Mr. O’Malley would be entitled to an amount equal to 50% of his annual base salary at the time the notice is delivered, plus the costs of continuing family health insurance coverage for 12 months following the termination of his employment.

Finally, the change in control provisions of Mr. O’Malley’s previous employment agreement were removed and Mr. O’Malley entered into a separate Change in Control Agreement with the Company that provides for materially similar protections as his prior employment agreement, as described below under the heading “Change in Control Agreements.”

Change in Control Agreements

In connection with the executive leadership changes discussed above, the Company entered into Change in Control Agreements (the “CiC Agreements”) with Messrs. Soreq and O’Malley to provide certain benefits in connection with a termination of the executive’s service by the Company without “Cause” (as defined in the CiC Agreements) or by the executive with “Good Reason” (as defined in the CiC Agreements) either six months prior to or 24 months following a “Change in Control” (as described in the CiC Agreements). In such an event, the executive would be entitled to receive (i) three times then-current base salary (with respect to Mr. Soreq), or two times then-current base salary (with respect to other executives, such as Mr. O’Malley), (ii) target annual bonus as in effect immediately before any notice of termination, (iii) the costs of continuing family health insurance coverage for 18 months (with respect to Mr. Soreq) or 12 months (with respect to other executives, such as Mr. O’Malley) following termination of employment, (iv) any annual bonus the executive would have otherwise been entitled to if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (v) the immediate vesting of all unvested equity awards as follows: (A) for unvested performance awards, based on actual results evaluated after the close of the applicable performance period and payable in a lump sum at the same time as performance awards are paid to executives of the Company generally and (B) for all other awards, vesting in full.

 

Item 7.01

Regulation FD Disclosure.

A copy of the Company’s press release announcing the executive leadership changes discussed above is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Item 7.01 of this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

99.1    Press release issued March 28, 2022.
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: March 28, 2022       DELEK US HOLDINGS, INC.
     

/s/ Reuven Spiegel

      Name: Reuven Spiegel
      Title: Executive Vice President and Chief Financial Officer

Exhibit 99.1

 

Delek US and Delek Logistics Announce Leadership and Governance Updates

Uzi Yemin to transition from DK CEO to DK Executive Chairman, effective June 2022;

Avigal Soreq named Successor DK CEO

Uzi Yemin to remain Chairman of DKL and Avigal Soreq named President of DKL

Todd O’Malley named Chief Operating Officer of DK and DKL and

Nithia Thaver appointed DK EVP and President of Refining

Leonardo Moreno to join DK Board of Directors

BRENTWOOD, Tenn., March 28, 2022 – Delek US Holdings, Inc. (NYSE:DK) (“Delek US” or the “Company”) today announced a leadership succession plan and a series of additional leadership appointments as well as governance updates at Delek US and Delek Logistics Partners, LP (NYSE: DKL) (“Delek Logistics”).

Executive Leadership Succession Plan

Ezra Uzi Yemin, Chairman and Chief Executive Officer of Delek US and President of Delek Logistics, will transition to the role of Executive Chairman of the Delek US Board of Directors. Mr. Yemin will continue as Chairman of the Delek Logistics Board. The Company’s Board has approved the appointment of Avigal Soreq, who currently serves as Chief Executive Officer of El Al Airlines, as President and Chief Executive Officer of Delek US and President of Delek Logistics. These changes will become effective during the month of June.

Mr. Yemin has served as Chairman of Delek US since 2012, as Chief Executive Officer since 2004 and as President and a director since 2001. Under his leadership, Delek US has grown from a retail convenience store operator into a fully integrated downstream energy company with assets located along the Gulf Coast region, including four refineries, a strong midstream footprint, biodiesel plants and retail convenience store locations. As Executive Chairman, Mr. Yemin will help oversee the Company’s strategic direction and innovation efforts.

“On behalf of the Board and management team, I want to thank Uzi for his tremendous leadership and guidance over nearly two decades,” said Shlomo Zohar, Lead Independent Director of the Delek US Board. “As CEO, Uzi has helped position the Company for the future by implementing a plan to diversify our business model and earnings mix and leverage our strong cash flows and balance sheet to expand our midstream platform. He also played an integral role in navigating the business through a difficult COVID environment while maintaining safe operations, continuity of products and services and an improved cash flow profile. We look forward to continuing to benefit from Uzi’s perspectives as Executive Chairman.”

Mr. Zohar continued, “We are pleased to appoint Avigal, a proven executive with a deep understanding of our business and opportunities, as the next CEO of Delek US. Avigal brings a balanced combination of first-hand insight into our operations as well as outside executive perspective that we believe make him uniquely positioned to lead our organization. Our Board is confident Avigal is the right person to drive our next chapter of growth and help achieve our full potential. Together with the additional Board and leadership appointments we are announcing today, we are underscoring the strength of our business and our expectation to continue delivering high performance.”


Mr. Yemin stated, “It has been an honor to build this great company, and I couldn’t be more proud of the progress we’ve made laying the foundation for the future. In addition to expanding our platform and simplifying our structure over the years, we’ve successfully executed a plan to drive innovation, diversify the Company’s assets, and optimize costs, which has in turn enhanced our competitive position within the industry and enabled us to weather challenging macroeconomic headwinds. We have a solid foundation in place, and as we emerge with strength from the pandemic-driven downturn, the Board and I are confident that this is the right opportunity to welcome our next generation of leadership. Avigal knows Delek US well, having helped establish our operational capabilities and grow our business significantly in his prior role as our Chief Operating Officer. I look forward to working with Avigal and the Board to drive sustainable energy solutions and generate long-term value for shareholders.”

Mr. Soreq said, “I am thrilled for the opportunity to serve as the next CEO of Delek US and the President of DKL. In particular, I’m grateful to the Board for entrusting me with this opportunity, and to Uzi for his many years of leadership, mentorship, and friendship. I am passionate about this organization and its talented team, and am eager to reconnect with my former colleagues who I know to be dedicated and best-in-class. Delek US and Delek Logistics have high-quality assets and positive momentum underway, and with deep knowledge about both companies and their operations, I look forward to working closely with the Board, Uzi and the management team to leverage my experience and lead the Company’s next phase of success and value creation.”

Additional Leadership Appointments

Effective immediately, Todd O’Malley, currently EVP and Chief Commercial Officer, has been named Chief Operating Officer of Delek US and Delek Logistics, and Nithia Thaver, currently Senior Vice President, Refining, has been promoted to EVP and President of Refining at Delek US.

Mr. Yemin continued, “Todd and Nithia are highly capable and energized leaders, and we are pleased to promote them to new roles. As Chief Operating Officer, Todd will oversee operations with a keen focus on safety and reliability, which are key tenets of delivering stable performance over time. Delek US is well positioned to capitalize on an improving macro backdrop for traditional energy, and Delek Logistics has a proven track record of consistent operational performance and distribution growth that we expect will continue under Todd’s leadership. In addition, Nithia has built a strong team that has performed across a range of key areas, including safety and environmental initiatives, while achieving tangible results for Delek US, and we are pleased to recognize these efforts through his promotion.”

Delek US Board Appointment

Delek US also announced today that Leonardo Moreno, a highly experienced executive in the global renewable energy and technology sector, has been appointed as an independent director to the Delek US Board, effective immediately. With this appointment, the Board has been expanded to comprise eight directors, seven of whom are independent and three of whom are diverse, fulfilling the Company’s objective of at least 30% of the Board comprising diverse members by 2022.

Mr. Moreno brings to the Delek US Board 15 years of global leadership and executive experience at The AES Corporation, a Fortune 200 global power company leader in renewables and new technologies. Mr. Moreno currently serves as President, AES Clean Energy, and heads the US Renewables Business Unit focused on accelerating a future where the electric grid is 100% carbon-free. In this role, he advanced AES’ US renewables business unit to a leadership position in the market in his first year of service.

Mr. Yemin concluded, “We are pleased to welcome Mr. Moreno to the Delek US Board. His deep experience in renewable energy and new technologies brings important perspective at a critical time as we continue our focus on environmental initiatives and prepare for the energy transition. We look forward to benefitting from his expertise and to working together to continue driving value for Delek US shareholders.”

About Leonardo Moreno

Mr. Moreno has over 15 years of experience in the energy industry. Since 2020 he has served as the President of AES Clean Energy, a division of The AES Corporation (NYSE: AES), a global power company leader in renewables and new technologies.


Mr. Moreno has worked for The AES Corporation since 2006 in a variety of positions, including Senior Vice President, Corporate Strategy & Investments and Chief Commercial Officer from 2017 to 2020, Chief Financial Officer, Europe from 2015 to 2016, and other leadership roles related to strategy, finance, commercial, investments, mergers and acquisitions, and sustainability. He served as a director of AES Brasil Energia SA (AESB3:BZ) from 2018 to February 2022 and has served as an alternate director of AES Andes S.A. (AESANDES.SN) since 2018. Mr. Moreno also served as a Senior Auditor for Ernst & Young in Brazil from 2003 to 2005.

About Avigal Soreq

Mr. Soreq is the CEO of El Al Airlines, an Israeli airline, a position he has held since January 2021. Prior to that, Mr. Soreq served in several roles at Delek US from December 2012 through 2020, including Chief Operating Officer, Chief Commercial Officer, Executive Vice President and Vice President. Prior to joining Delek US, Mr. Soreq worked for SunPower Corporation (NASDAQ: SPWR), and previously as a senior finance and business consultant for Trabelsy & Co., and as a consultant in the corporate finance department for KPMG’s Tel-Aviv office. Mr. Soreq served in the Israeli Air Force in various roles between 1996 and 2004 and reached the rank of Major. Mr. Soreq is a certified public accountant in Israel.

About Todd O’Malley

Mr. O’Malley has served as the EVP and Chief Commercial Officer of Delek US since March 2021. From January 2018 until February 2021, Mr. O’Malley served as president of TKO Energy Enterprises, Inc., an advisory services firm specializing in the petrochemical and renewable energy industries. From April 2020 to February 2021, Mr. O’Malley served as President and CEO of Citizens Companies, a consulting and investment concern active in the petrochemical and renewable energy industries. Mr. O’Malley previously served as the EVP and Chief Commercial Officer of Gulf Oil L.P, President of the general partner of PBF Logistics LP, the general partner of a master limited partnership active in the midstream sector of the oil and gas industry as well as positions of increasing responsibility at PBF Energy, Inc.

About Nithia Thaver

Mr. Thaver has served as Senior Vice President, Refining of Delek US since December 2018. From 2017 to 2018, Mr. Thaver served as the Senior Vice President, Strategy and Business Development, of Philadelphia Energy Solutions, which owned and operated a refinery. Prior to that, Mr. Thaver held positions of increasing responsibility at several companies in the oil and gas industry, including Sunoco, ConocoPhillips, and ExxonMobil.

About Delek US Holdings, Inc.

Delek US Holdings, Inc. is a diversified downstream energy company with assets in petroleum refining, logistics, renewable fuels and convenience store retailing. The refining assets consist primarily of refineries operated in Tyler and Big Spring, Texas, El Dorado, Arkansas and Krotz Springs, Louisiana with a combined nameplate crude throughput capacity of 302,000 barrels per day.

The logistics operations primarily consist of Delek Logistics Partners, LP (NYSE: DKL). Delek US and its affiliates own approximately 79% (including the general partner interest) of Delek Logistics Partners, LP. Delek Logistics Partners, LP is a growth-oriented master limited partnership focused on owning and operating midstream energy infrastructure assets.

The convenience store retail operates approximately 250 convenience stores in West Texas and New Mexico.

Safe Harbor Provisions Regarding Forward-Looking Statements

This press release contains forward-looking statements that are based upon current expectations and involve a number of risks and uncertainties. Statements concerning current estimates, expectations and projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. Investors are cautioned that important factors may affect these forward-looking statements, as described in Delek US’s and Delek Logistics’ filings with the SEC, including risks disclosed in their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings and reports with the SEC.

Forward-looking statements should not be read as a guarantee of future performance or results and will not be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Neither Delek US nor Delek Logistics undertakes any obligation to update or revise any such forward-looking statements to reflect events or circumstances that occur, or which they become aware of, after the date hereof, except as required by applicable law or regulation.


Investor Relations Contacts:

Blake Fernandez, Senior Vice President of Investor Relations and Market Intelligence, 615-224-1312

Media/Public Affairs Contact:

Michael P. Ralsky, Vice President—ESG & Public Affairs, 615-435-1407